Mongolia Energy Corp : Notice of Annual General Meeting
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
MONGOLIA ENERGY CORPORATION LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 276)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Mongolia Energy Corporation
Limited (the ''Company'') will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238
Jaffe Road, Wanchai, Hong Kong on Thursday, 30 August 2012 at 3 : 30 p.m. to transact the following ordinary businesses:
1. To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended 31 March 2012.
2 (a) To re-elect Mr. To Hin Tsun, Gerald as a non-executive director of the Company;
(b) To re-elect Mr. Tsui Hing Chuen, William as an independent non-executive director of the
Company;
(c) To re-elect Mr. Lau Wai Piu as an independent non-executive director of the Company; and
(d) To authorise the board of directors of the Company to fix their remuneration.
3. To re-appoint Deloitte Touche Tohmatsu as independent auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
By way of special business, to consider and, if thought fit, pass the following resolutions, with or without modification:
ORDINARY RESOLUTIONS
4. THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
''Relevant Period'' means the period from the date of passing this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
and ''Rights Issue'' means an offer of shares open for a period fixed by the directors of the Company made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).
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5. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') granting approval for the listing of, and permission to deal in, the shares of the Company (the ''Shares'') (not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution) which may fall to be issued pursuant to the exercise of any options granted under the new share option scheme of the Company (the ''New Option Scheme'') (a copy of the rules of which marked
''A'' is produced to this meeting and signed by the Chairman of this meeting for identification purpose), the New Option Scheme be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to grant options thereunder and to allot, issue and deal with the Shares fall to be issued pursuant to the exercise of any options granted thereunder and to take all such steps and do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Option Scheme.
By Order of the Board
Mongolia Energy Corporation Limited
Tang Chi Kei
Company Secretary
Hong Kong, 24 July 2012
Registered office: Clarendon House Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
40th and 41st Floors
New World Tower 1
16-18 Queen's Road Central
Hong Kong
Notes:
1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, on a poll, vote instead of him. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.
2. To be valid, the proxy form, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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Completion and return of the proxy form shall not preclude a member of the Company from attending and voting in person at the meeting or any adjourment thereof. In such event, the form of proxy shall be deemed to have been revoked.
3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.
4. In accordance with the bye-laws of the Company, Mr. To Hin Tsun, Gerald, Mr. Tsui Hing Chuen, William and Mr.
Lau Wai Piu will retire at the meeting and, being eligible, offer themselves for re-election. Details of the retiring directors of the Company have been set out in the circular of the Company dated 24 July 2012.
As at the date of this announcement, the Board comprises seven Directors, of which Mr. Lo Lin Shing, Simon, Ms. Yvette Ong and Mr. Liu Zhuo Wei are executive Directors, Mr. To Hin Tsun, Gerald is a non-executive Director and Mr. Peter Pun OBE, JP, Mr. Tsui Hing Chuen, William JP and Mr. Lau Wai Piu are independent non-executive Directors.
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MONGOLIA ENERGY CORPORATION LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 276)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Mongolia Energy Corporation
Limited (the ''Company'') will be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238
Jaffe Road, Wanchai, Hong Kong on Thursday, 30 August 2012 at 3 : 30 p.m. to transact the following ordinary businesses:
1. To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended 31 March 2012.
2 (a) To re-elect Mr. To Hin Tsun, Gerald as a non-executive director of the Company;
(b) To re-elect Mr. Tsui Hing Chuen, William as an independent non-executive director of the
Company;
(c) To re-elect Mr. Lau Wai Piu as an independent non-executive director of the Company; and
(d) To authorise the board of directors of the Company to fix their remuneration.
3. To re-appoint Deloitte Touche Tohmatsu as independent auditor of the Company and to authorise the board of directors of the Company to fix their remuneration.
By way of special business, to consider and, if thought fit, pass the following resolutions, with or without modification:
ORDINARY RESOLUTIONS
4. THAT:
(a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraphs (a) and (b) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
(d) for the purposes of this resolution:
''Relevant Period'' means the period from the date of passing this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; or
(iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
and ''Rights Issue'' means an offer of shares open for a period fixed by the directors of the Company made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).
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5. THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') granting approval for the listing of, and permission to deal in, the shares of the Company (the ''Shares'') (not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution) which may fall to be issued pursuant to the exercise of any options granted under the new share option scheme of the Company (the ''New Option Scheme'') (a copy of the rules of which marked
''A'' is produced to this meeting and signed by the Chairman of this meeting for identification purpose), the New Option Scheme be and is hereby approved and adopted and the directors of the Company be and are hereby authorised to grant options thereunder and to allot, issue and deal with the Shares fall to be issued pursuant to the exercise of any options granted thereunder and to take all such steps and do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Option Scheme.
By Order of the Board
Mongolia Energy Corporation Limited
Tang Chi Kei
Company Secretary
Hong Kong, 24 July 2012
Registered office: Clarendon House Church Street
Hamilton HM 11
Bermuda
Head office and principal place of business in Hong Kong:
40th and 41st Floors
New World Tower 1
16-18 Queen's Road Central
Hong Kong
Notes:
1. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, on a poll, vote instead of him. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.
2. To be valid, the proxy form, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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Completion and return of the proxy form shall not preclude a member of the Company from attending and voting in person at the meeting or any adjourment thereof. In such event, the form of proxy shall be deemed to have been revoked.
3. Where there are joint holders of any share, any one of such holders may vote at the meeting, either in person or by proxy, in respect of such share as if he were solely entitled to vote, but if more than one of such joint holders be present at the meeting in person or by proxy, the person so present whose name stands first in the register of members of the Company in respect of such share shall alone be entitled to vote in respect of it. Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjourned meeting if he so desires. If a member attends the meeting after having deposited the form of proxy, his form of proxy will be deemed to have been revoked.
4. In accordance with the bye-laws of the Company, Mr. To Hin Tsun, Gerald, Mr. Tsui Hing Chuen, William and Mr.
Lau Wai Piu will retire at the meeting and, being eligible, offer themselves for re-election. Details of the retiring directors of the Company have been set out in the circular of the Company dated 24 July 2012.
As at the date of this announcement, the Board comprises seven Directors, of which Mr. Lo Lin Shing, Simon, Ms. Yvette Ong and Mr. Liu Zhuo Wei are executive Directors, Mr. To Hin Tsun, Gerald is a non-executive Director and Mr. Peter Pun OBE, JP, Mr. Tsui Hing Chuen, William JP and Mr. Lau Wai Piu are independent non-executive Directors.
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